Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Verizon’s corporate purpose to create the networks that move the world forward has never felt so vital. As technology becomes even more integral to our lives, Verizon’s networks are paving the way for a connected future that will allow us to reimagine what is possible for our customers and the communities we serve. Our priority is to execute on our Network-as-a-Service strategy and leverage our fiber infrastructure, spectrum breadth and depth, and technology expertise to carry our leadership in 4G into the 5G era. As this transformation takes place, our Board expects management to be proactive in considering our impacts on our key stakeholders – our shareholders, employees, customers and society – to shield against risk, unlock potential, produce a more engaged workforce and confer a competitive advantage in shareholder returns over the long term.

It is incumbent on our Board to challenge Verizon to deliver on its strategy while living up to its corporate purpose. As such, it is critical that our Board has the right mix of skills, expertise, perspectives, experience and vision to oversee the execution of our strategy during this period of transformational change. We consider factors such as the importance of diversity, age, tenure and the size of the Board. Importantly, as we build our Board we seek to create a boardroom culture where difficult issues can be openly confronted, opposing opinions are valued and where there is trust.

In 2021, we brought on two new Directors: Laxman Narasimhan, who has a track record in developing purpose-led brands, as well as extensive experience in consumer services and strategy, and Carol Tomé, who brings to the Board deep experience running a logistics-focused, capital intensive business through times of unprecedented demand, as well as extensive financial and risk management expertise.

As technology
becomes even more

integral to our lives,
Verizon’s networks
are paving the way
for a connected
future that will allow
us to reimagine what
is possible for our
customers and the
communities we
serve.

Hans Vestberg

Chairman and Chief Executive Officer

Clarence Otis, Jr.

Independent Lead Director

Proxy
summary

Adhering to our corporate purpose can produce more engaged employees and a better sense of how to serve our customers. It can also result in a broader social license to operate. This not only shields us against risk—it confers a competitive advantage in shareholder returns over the long term.

–  Clarence Otis, Jr.,

Independent Lead Director,

2021 annual shareholder outreach video,

www.verizon.com/about/investors/corporate-governance

Meeting information

Date and time May 12, 2022 at 8:45 AM, local time

Place Marriott Dallas Las Colinas, 223 West Las Colinas Boulevard, Irving, Texas

Record date March 14, 2022

Admission and voting information can be found beginning on page 66. You will need to register in advance to attend the meeting in person.

Proxy
summary

Item 1: Election of Directors

The Board of Directors recommends that you vote FOR the election of the Board’s nominees.

The Board’s nominees are all proven leaders with a strong sense of integrity and respect for differing viewpoints. As a group they bring a mix of backgrounds, perspectives, skills, experiences and Environmental, Social and Governance (ESG) expertise that contributes to a well-rounded Board uniquely positioned to effectively oversee Verizon’s strategy and businesses. Additional information about the Director candidates and their respective qualifications begins on page 1.

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summary

Committee membership*

Corporate

  Governance  

and Policy

Human

  Resources  

Shellye Archambeau

Former Chief Executive Officer,

MetricStream, Inc.

Independent

Marketing

Risk management

Technology

Roxanne Austin

President and CEO,

Austin Investment Advisors

Independent

Cybersecurity

Financial expertise

Strategic planning

Mark Bertolini

Co-Chief Executive Officer,

Bridgewater Associates, LP

Independent

Financial expertise

Regulatory/public policy

Strategic planning

Melanie Healey

Former Group President,

The Procter & Gamble Company

Independent

Consumer/B2B/retail

Marketing

Strategic planning

Laxman Narasimhan

Chief Executive Officer,

Reckitt Benckiser Group Plc

Independent

Consumer/B2B/retail

Risk management

Strategic planning

Clarence Otis, Jr.

Former Chairman and CEO,

Darden Restaurants, Inc.

Independent Lead Director

Consumer/B2B/retail

Financial expertise

Risk management

Daniel Schulman

President and CEO,

PayPal Holdings, Inc.

Independent

Cybersecurity

Strategic planning

Technology

Rodney Slater

Partner,

Squire Patton Boggs LLP

Independent

Regulatory/public policy

Risk management

Strategic planning

Carol Tomé

Chief Executive Officer,

United Parcel Service, Inc.

Independent

Consumer/B2B/retail

Financial expertise

Strategic planning

Hans Vestberg

Chairman and CEO,

Verizon Communications Inc.

Strategic planning

Technology

Telecommunications

Gregory Weaver

Former Chairman and CEO,

Deloitte & Touche LLP

Independent

Financial expertise

Risk management

Strategic planning

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summary

Independent     

oversight     

•   10 of our 11 Directors are independent

•   Strong independent Lead Director with clearly delineated duties

•   Regular executive sessions of independent Directors

Board     

effectiveness     

•   Active Board refreshment plan with commitment to diversity

•   Orientation program for new Directors and continuing education for all Directors

•   Limits on other public board service

•   Annual Board and committee assessments

•   Average tenure goal for independent Directors

Accountability to     

shareholders     

•   Annual election of all Directors by majority voting

•   Shareholder right to call special meetings

•   Proxy access right with market terms

•   No poison pill, and shareholder ratification required for any future poison pill

•   No dual-class shares or voting right restrictions

•   Robust stock ownership requirements for executive officers and Directors

•   Proactive year-round shareholder engagement program

New in     

2021 

•   Elected two independent Directors, Mr. Laxman Narasimhan, CEO of Reckitt Benckiser Group Plc; and Ms. Carol Tomé, CEO of United Parcel Service, Inc.

•   Announced two approved science-based emissions reduction targets and reported Scope 3 emissions from our value chain

•   Published downloadable ESG data index with 3 years of metrics

•   Issued updated TCFD Report with a physical risk scenario analysis

•   Expanded workforce profile disclosures to include diversity by business unit and pay band

•   Issued a third US$1 billion green bond

•   Updated Green Financing Framework to include underwriter selection criteria related to diversity and U.N. Sustainable Development Goals

•   Launched Verizon Innovative Learning HQ, a free next-gen online education portal, and the Verizon Small Business Digital Ready program to provide small businesses with digital tools, learning modules, expert coaching and peer networking opportunities

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Item 2: Advisory vote to approve executive compensation

The Board of Directors recommends that you vote FOR this proposal.

We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis and Compensation Tables beginning on page 23.

Compensation strategy     

•   Align executives’ and shareholders’ interests

•   Attract, retain and motivate high-performing executives

Pay-for-performance     

essentials     

•   Approximately 90% of named executive officers’ total compensation opportunity is variable, incentive-based pay

•   Defined benefit pension and supplemental executive retirement benefits frozen over 15 years ago

•   Quantitative ESG metric in Short-Term Incentive Plan

Best practice     

highlights     

•   Shareholder approval policy for severance benefits

•   No cash severance benefits for the CEO

•   Significant executive share ownership requirements

•   Clawback policies

•   Anti-hedging policy

•   No tax gross-ups

•   No executive employment agreements

Name and principal position

Stock

awards ($)

Option

awards ($)

Non-equity

incentive plan

compensation ($)

Change in pension

value and nonqualified

deferred compensation

earnings ($)

All other

compensation ($)

Hans Vestberg

Chairman and

Chief Executive Officer

Matthew Ellis

Executive Vice President

and Chief Financial Officer

Ronan Dunne*

Executive Vice President

and Group CEO – Verizon Consumer

Tami Erwin

Executive Vice President

and Group CEO – Verizon Business

Kyle Malady**

Executive Vice President
and Chief Technology Officer

K. Guru Gowrappan***

Former Executive Vice President

and Group CEO – Verizon Media

Mr. Dunne stepped down as Executive Vice President and Group CEO – Verizon Consumer on December 31, 2021 and currently serves as a strategic advisor to Mr. Vestberg.

Mr. Malady became Executive Vice President and President – Global Networks and Technology on March 1, 2022.

Mr. Gowrappan separated from Verizon and continued employment with the Media Group upon the sale of the Media Group business to affiliates of Apollo Global Management Inc. (Apollo) on September 1, 2021.

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Item 3: Ratification of auditors

The Board of Directors recommends that you vote FOR ratification.

We are asking shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP as Verizon’s independent registered public accounting firm for 2022. Information on fees paid to Ernst & Young in 2021 and 2020 appears on page 53.

Items 4-7: Shareholder proposals

The Board of Directors recommends that you vote AGAINST each of the shareholder proposals.

In accordance with SEC rules, we have included in this proxy statement proposals submitted by shareholders for consideration. The proposals can be found beginning on page 58.

Governance

Skills and experience – Verizon’s strategy is to extend our network leadership through continued innovation, grow our core business and provide our customers with best-in-class experiences, while maintaining the balanced capital allocation approach and financial discipline that our investors expect of us. In light of the Company’s strategy and expected future business needs, the Committee has identified the skills and experience in the table below as important to be represented on the Board as a whole.

Diversity – The Committee recognizes that a diverse set of viewpoints and practical experiences enhances the effectiveness of our Board in assessing the challenges and opportunities impacting our business and helping management achieve better outcomes. In evaluating candidates, the Committee considers how a candidate’s particular background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of other prospective candidates. The Committee seeks a diverse group of candidates who possess the requisite judgment, background, skill, expertise and time, as well as diversity with respect to race, ethnicity and gender, to strengthen and increase the diversity, breadth of skills and qualifications of the Board. See Appendix A for the Board diversity disclosure required by Nasdaq Rule 5606.

Age and tenure – The Committee believes it is important to bring new perspective and talents to the Board on a regular basis. Verizon does not have term limits for Directors because the Board recognizes that Directors who have served on the Board for an extended period can provide valuable insight into Verizon’s operations and future based on their experience with, and understanding of, Verizon’s history, policies and objectives. As an alternative to term limits, the Board seeks to maintain an average tenure of nine years or less for its independent Directors. In addition, to encourage new viewpoints on the Board, the Board seeks to add at least one new Director every two years on average. Under the Corporate Governance Guidelines, a Director must retire from the Board the day before the annual meeting of shareholders that follows his or her 72nd birthday.

Board size – The Committee periodically evaluates whether to change the size of the Board based on the Board’s needs and the availability of qualified candidates.

Board dynamics – The Committee considers each Director candidate’s individual contribution or potential contribution to the Board as a whole and strives to maintain one hundred percent active and collaborative participation.

Governance

Our Board’s independence

Verizon’s Corporate Governance Guidelines establish standards for evaluating Director independence and require that a substantial majority of the Directors be independent. The Board determines the independence of each Director under New York Stock Exchange (NYSE) and Nasdaq governance standards, as well as the more stringent standards included in the Guidelines. These standards identify the types of relationships that, if material, could impair independence, and fix monetary thresholds at which the relationships are considered to be material. The Guidelines are available on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance. The Corporate Governance and Policy Committee conducts an annual review of any relevant business relationships that each Director may have with Verizon and reports its findings to the full Board.

Based on the Committee’s recommendation, the Board has determined that all of the non-employee Director candidates meet the independence requirements of applicable law, the NYSE, Nasdaq and Verizon’s Corporate Governance Guidelines: Ms. Archambeau, Ms. Austin, Mr. Bertolini, Ms. Healey, Mr. Narasimhan, Mr. Otis, Mr. Schulman, Mr. Slater, Ms. Tomé and Mr. Weaver. The Board also determined that Mr. Vittorio Colao, who served as a Director until February 13, 2021, was independent.

Additionally, the Board has determined that each member of the Audit Committee and the Human Resources Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable NYSE and Nasdaq rules.

The employers of Mr. Bertolini, Mr. Narasimhan, Mr. Schulman and Ms. Tomé each made payments to Verizon for telecommunications services during 2021. In addition, during 2021 Verizon made payments to Mr. Bertolini’s employer for fees relating to investment of pension plan assets, to Mr. Schulman’s employer for processing fees relating to payments to and from our customers in connection with Verizon services and wireless devices, and to Ms. Tomé’s employer for shipping services. Applying the independence standards above, the Board considered the foregoing payments and determined that these general business transactions and relationships are not material and did not impair the ability of the Director to act independently.

Director nominations

The Corporate Governance and Policy Committee considers and recommends candidates for our Board. The Committee reviews all nominations submitted to Verizon, including individuals recommended by shareholders, Directors or members of management. The Committee also retains executive search firms from time to time to help identify and evaluate potential candidates.

Any shareholder who wishes to recommend a Director candidate to the Committee for its consideration should write to the Assistant Corporate Secretary at the address given under “Contacting us.” A recommendation for a Director candidate should include the candidate’s name, biographical data and a description of the candidate’s qualifications in light of the requirements described below. If we make any material changes to the Committee’s procedure for considering and nominating candidates, we will file a report with the SEC and post the information on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance.

What ESG skills and experience do our Directors bring to the boardroom?

ESG is increasingly incorporated into strategic and operational decision-making at Verizon. Each of our Directors has skills and experience in one or more aspects of ESG, including:

•   access and affordability;

•   business ethics and compliance;

•   corporate social responsibility;

•   cybersecurity, data security and privacy;

•   diversity, equity and inclusion;

•   environmental sustainability, including renewable energy;

•   governance;

•   network reliability and resilience;

•   regulatory and public policy trends;

•   risk management; and

•   talent development.

Governance

Possess exemplary ethics and integrity

Have proven judgment and competence

Have professional skills and experience that align with the needs of Verizon’s long-term business strategy and complement the experience represented on the Board

Have demonstrated the ability to act independently and be willing to represent the long-term interests of all shareholders and not just those of a particular constituency or perspective

Be willing and able to devote sufficient time to fulfill responsibilities to Verizon and our shareholders

The Board of Directors recommends that you vote FOR the election of the following Director candidates.

Governance

Shellye Archambeau

Roxanne Austin

Independent Director since: 2013

Age: 59

Committees:

Audit

Corporate Governance and Policy (Chair)

Independent Director since: 2020

Age: 61

Committees:

Audit

Finance

Key skills and experience:

•   Leadership: Highly regarded and accomplished executive with over 30 years of experience building and scaling consumer and B2B businesses in the technology industry. As CEO of MetricStream, led the company’s transformation into a leader in Governance, Risk and Compliance solutions.

•   Marketing: Served as Chief Marketing Officer at two public companies (Loudcloud and NorthPoint Communications), leading the design and implementation of all sales and marketing strategies and driving revenue growth. As President of Blockbuster.com, launched the entertainment retailer’s first online presence.

•   Risk management: Acquired significant expertise with integrated enterprise risk management, regulatory compliance functions and quality, vendor and audit management software solutions across a wide array of industries during her tenure at MetricStream, as well as through service on the audit committees of Verizon, Okta and Arbitron.

•   Technology: Gained valuable experience developing and marketing emerging technology applications and solutions, including internet infrastructure, cloud-based and identity security services, business software platforms, e-commerce and digital media.

Career highlights:

•   MetricStream Inc., a leading provider of governance, risk, compliance and quality management

^¡    Chief Executive Officer (2002-2018)

•   Executive Positions at Loudcloud, Inc., NorthPoint Communications, Blockbuster Inc. and IBM (domestic and international) (1984-2002)

Other public company boards:

Nordstrom, Inc. (since 2015)

Okta, Inc. (since 2018)

Roper Technologies, Inc. (since 2018)

Key skills and experience:

•   Leadership: Seasoned leader who served as CEO of Move Networks, President and COO of DIRECTV, and CFO of Hughes Electronics. Named 2018 Director of the Year – Corporate Leadership and Service by the Forum for Corporate Directors and one of the most influential directors in the board room by the National Association of Corporate Directors in 2013. Serves as co-chair of the annual Corporate Governance Conference at Northwestern’s Kellogg School of Management.

•   Cybersecurity: Acquired significant cybersecurity experience through her extensive management and operating roles in a range of technology industries, including service as a director of CrowdStrike, a leader in cloud-delivered endpoint protection.

•   Financial expertise: Developed a comprehensive background in finance and accounting as a public company audit committee member, CFO of Hughes Electronics and a partner at Deloitte & Touche LLP. Chairs the U.S. Mid-Market Advisory Committee of EQT Partners.

•   Strategic planning: Oversaw a dramatic turnaround of the business within one year of her arrival at DIRECTV, with cash flow increasing from negative $400 million annually to cash flow positive by $400 million, and revenue increasing by 40%. Overhauled customer service at DIRECTV, resulting in the company winning J.D. Power’s award ranking #1 in customer satisfaction.

Career highlights:

•   President and Chief Executive Officer of Austin Investment Advisors, a private investment and consulting firm (2003-present)

•   President and Chief Executive Officer of Move Networks, Inc., an IP-based television delivery service (2009-2010)

•   President and Chief Operating Officer of DIRECTV, Inc., a digital television entertainment service (2001-2003)

•   Chief Financial Officer and Various Executive Positions at Hughes Electronics Corporation (1993-2001)

•   Audit Partner and Various Audit Positions at Deloitte & Touche LLP (1983-1993)

Other public company boards:

Abbott Laboratories Inc. (since 2000)*

AbbVie, Inc. (since 2013)

CrowdStrike Holdings, Inc. (since 2018)

Freshworks Inc. (since September 2021)

Teledyne Technologies Incorporated (2006-April 2021)

Target Corporation (2002-2020)

Ericsson (2008-2016)

*   Ms. Austin will not stand for re-election to the Abbott Laboratories Board of Directors at the end of her current term expiring at the April 29, 2022 annual shareholders meeting.

Governance

Mark Bertolini

Melanie Healey

Independent Director since: 2015

Age: 65

Committees:

Finance (Chair)

Human Resources

Independent Director since: 2011

Age: 60

Committees:

Corporate Governance and Policy

Human Resources

Key skills and experience:

•   Leadership: Recognized as an accessible, forward-thinking and solutions-oriented leader. Transformed Aetna from a traditional health insurance company to a consumer-oriented health care company focused on delivering holistic integrated care to local communities and serving over 46 million people.

•   Financial expertise: Developed deep financial and risk management expertise in his executive roles at Aetna and as a Board member of MassMutual Life Insurance Company, a leading life insurance mutual company. Following his service on the Board of Bridgewater Associates, the world’s largest hedge fund, named Co-Chief Executive Officer of Bridgewater in 2022.

•   Regulatory/public policy: A national health care thought leader with extensive regulatory and public policy experience. Successfully navigated changes in the health insurance marketplace resulting from the Affordable Care Act and led Aetna through antitrust reviews of various acquisitions and proposed acquisitions.

•   Strategic planning: Led Aetna through a period of strategic and regulatory transformation and domestic and international growth through strategic acquisitions and dispositions, culminating in the $78 billion acquisition of Aetna by CVS completed in 2018.

Career highlights:

•   Co-Chief Executive Officer of Bridgewater Associates, LP, a global investment management firm (January 2022-present)

•   Aetna Inc., a multi-national, Fortune 100 diversified healthcare benefits company

^¡    Chairman (2011-2018)

^¡   Chief Executive Officer (2010-2018)

^¡    President (2007-2010)

^¡   Other Executive Positions (2003-2007)

•   Executive Positions at Cigna, NYLCare Health Plans and SelectCare, Inc.

Other public company boards:

CVS Health Corporation (2018-2020)

Key skills and experience:

•   Leadership: Accomplished, consumer-focused executive with substantial global experience and a track record of delivering growth, driving operational improvements and launching successful product innovations over a 33-year career at 3 global iconic consumer product brand companies, including leading a global business for 6 years.

•   Consumer/B2B/retail: Gained deep and valuable branding, distribution and operating experience with consumer wellness products on a global scale over a long career at 3 different multi-national organizations in the consumer goods industry (Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons). Continues to focus on the consumer/retailing sector through service on the Target board of directors and on a globally recognized consumer and B2B brand through service on the board of Hilton, which has over 6,000 properties in over 100 countries and territories.

•   Marketing: Brings a multi-cultural and multi-national perspective acquired from working 18 years internationally to corporate strategy with respect to brand building, new product and commercial innovation and the consumer experience, as well as experience with managing large and complex marketing budgets.

•   Strategic planning: As Group President of North America at Procter & Gamble, oversaw multi-year strategic planning for the largest division of the company, with over $32 billion in annual sales, and reversed a decline in sales after assuming that role.

Career highlights:

•   The Procter & Gamble Company, a leading provider of branded consumer packaged goods

^¡   Group President (2007-2015)

^¡    Other Executive Positions (1990-2015)

•   Johnson & Johnson (1986-1990)

•   S.C. Johnson & Sons (1983-1986)

Other public company boards:

Hilton Worldwide Holdings Inc. (since 2017)

PPG Industries, Inc. (since 2016)

Target Corporation (since 2015)

Governance

Laxman Narasimhan

Clarence Otis, Jr. (Lead Director)

Independent Director since: 2021

Age: 54

Committees:

Audit

Corporate Governance and Policy

Independent Director since: 2006

Age: 65

Committees:

Audit

Finance

Human Resources

Key skills and experience:

•   Leadership: Insightful and strategic leader with wide experience across the consumer goods sector and a proven track record in developing purpose-led brands, including as chief executive of Reckitt Benckiser Group Plc, a FTSE 12 listed British multinational global consumer health, hygiene and nutrition company. Credited with improving sales and profit while managing approximately $18 billion in revenue at businesses across 100 countries and 125,000 employees as CEO of PepsiCo’s Latin America, Europe and Sub-Saharan Africa operations.

•   Consumer/B2B/retail: Provides valuable experience and thought leadership in complex global consumer-facing businesses as a result of a career approaching 30 years in the space. Prior to joining Reckitt Benckiser and PepsiCo, spent 19 years at McKinsey & Company, focusing on its consumer, retail and technology practices in the United States, Asia and India.

•   Risk management: Developed significant risk management experience, including supply chain risk management experience, while piloting Reckitt Benckiser through the supply chain disruptions of the COVID-19 pandemic.

•   Strategic planning: Articulated corporate purpose and drove strategic change while transitioning into the leadership role at Reckitt Benckiser during the COVID-19 pandemic. Eliminated complexity and simplified operations in order to remain agile and manage surging demand for certain consumer products during the pandemic.

Career highlights:

•   Chief Executive Officer of Reckitt Benckiser Group Plc, a global consumer-goods company (2019-present)

•   PepsiCo, Inc., a leading global food and beverage company

^¡    Global Chief Commercial Officer (2019)

^¡   Chief Executive Officer, Latin America, Europe and Sub-Saharan Africa (2017-2019)

^¡    Other Executive Positions (2012-2017)

•   McKinsey & Company (1993-2012)

Other public company boards:

Reckitt Benckiser Group Plc (since 2019)

Key skills and experience:

•   Leadership: Led Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world, as CEO for 10 years, achieving sales growth of over 75% during the period. Known as a purpose-driven and values-based leader, with Darden being recognized by Fortune magazine for four consecutive years during his tenure as one of its 100 Best Companies to Work For.

•   Consumer/B2B/retail: Brings deep and valuable insights into consumer services and retail operations gleaned from his experience leading a Fortune 500 company that owned well-known national consumer brands including Olive Garden, LongHorn Steakhouse, Red Lobster and Capital Grille. Further consumer and retail expertise through board position at VF Corporation, which owns well-known national brands including Timberland and North Face.

•   Financial expertise: Gained substantial financial expertise through, among other roles, investment banking positions of increasing seniority over 12 years, the CFO role at Darden, serving as a Director of the Federal Reserve Bank of Atlanta and as trustee or director of mutual funds pursuing a wide array of investment strategies.

•   Risk management: Acquired significant expertise with financial risk assessment and enterprise risk management during his career in investment banking and at Darden, as well as through his many years of service on the Federal Reserve Bank of Atlanta Board, the Audit Committees of VF Corporation and Verizon, the Investment & Capital Markets Committee of Travelers and as a Trustee of 138 funds within the MFS Mutual Fund complex.

Career highlights:

•   Darden Restaurants, Inc.

^¡    Chairman (2005-2014)

^¡   Chief Executive Officer (2004-2014)

^¡    Other Executive Positions (1995-2014)

•   Director of the Federal Reserve Bank of Atlanta (2010-2015)

•   Investment banker and lawyer specializing in securities and finance

Other public company boards:

The Travelers Companies, Inc. (since 2017)

VF Corporation (since 2004)

MFS Mutual Funds complex (since 2017)

Governance

Daniel Schulman

Rodney Slater

Independent Director since: 2018

Age: 64

Committees:

Human Resources (Chair)

Independent Director since: 2010

Age: 67

Committees:

Corporate Governance and Policy

Human Resources

Key skills and experience:

•   Leadership: Successful and dynamic leader in the fiercely competitive technology and e-commerce space with a proven track record of creating shareholder value through innovation and a focus on values at numerous companies, including PayPal, which has approximately 415 million active accounts across more than 200 markets, Priceline, and Virgin Mobile USA.

•   Cybersecurity: Gained extensive cybersecurity and risk management experience as a director of Symantec Corporation, a global leader in cybersecurity, for nearly 20 years, including serving as the independent chairman for 6 years.

•   Strategic planning: Spearheaded innovation and growth at start-ups and established companies, including Priceline, where he grew annual revenues from $20 million to nearly $1 billion over two years, Virgin Mobile USA, where he successfully built a pre-paid cellphone business, American Express, where he expanded global mobile and online payment services, and PayPal, where he has achieved significant revenue growth and stock price appreciation.

•   Technology: Acquired significant expertise in mobile technology and digital innovation over a long career spanning the telecommunications, financial technology and e-commerce industries.

Career highlights:

•   PayPal Holdings, Inc., a leading online payments company

^¡    President and Chief Executive Officer (2015-present)

^¡   President and CEO-Designee (2014-2015)

•   Group President of the Enterprise Group at American Express Company (2010-2014)

•   President of the Prepaid Group at Sprint Nextel Corporation (2009-2010)

•   Founding CEO of Virgin Mobile USA, Inc. (2001-2009)

•   President and CEO of Priceline Group, Inc.

•   Various Executive Positions, including President of the Consumer Markets Division, at AT&T, Inc.

Other public company boards:

PayPal Holdings, Inc. (since 2015)

Symantec Corporation (2000-2019)

FLEX LTD. (2009-2018)

Key skills and experience:

•   Leadership: Nationally recognized for innovative infrastructure development and forging strategic public and private partnerships. As U.S. Secretary of Transportation, oversaw national transportation policy, spearheaded several historic legislative measures, including record funding for surface transportation investment and aviation safety and security, promoted intermodal transportation systems and led effort to significantly expand high speed rail network.

•   Regulatory/public policy: Brings a strategic, collaborative and result-oriented approach to oversight of regulatory and public policy issues developed over his long and accomplished career in both the public and private sectors.

•   Risk management: Globally recognized advisor for reputational risk management, corporate compliance and emergency preparedness, having served as an independent monitor/advisor for Toyota, Takata and Fiat Chrysler as these companies worked through safety issues, and coordinated the Federal Highway Administration’s response to several major natural disasters.

•   Strategic planning: Implemented a visionary strategic plan for the U.S. Department of Transportation to expand its focus on safety, mobility and access, economic development and trade, the environment and national security. Developed an innovative financing and contracting program at the Federal Highway Administration that produced significant operational and cost efficiencies.

Career highlights:

•   Partner, Squire Patton Boggs LLP, a law firm (2001 to present)

•   U.S. Secretary of Transportation (1997-2001)

•   Administrator, Federal Highway Administration (1993-1997)

•   Various policy positions with the State of Arkansas

Other public company boards:

EVgo Inc. (since July 2021)

Stagwell Inc. (since August 2021)

Kansas City Southern (2001-2019)

Transurban Group (2009-2018)

Governance

Carol Tomé

Hans Vestberg (Chairman)

Independent Director since: 2021

Age: 65

Committees:

Finance

Director since: 2018

Age: 56

Key skills and experience:

•   Leadership: After being appointed CEO of UPS in June 2020, led the company through an unprecedented surge in demand for services, while improving competitiveness and reducing bureaucracy. Demonstrated strong financial leadership as CFO for over 18 years at Home Depot, with responsibility for all corporate finance matters including financial reporting, financial planning and analysis, financial operations, internal audit, investor relations and tax. Led strategic business development during a critical time for Home Depot, as well as the IT and security function.

•   Consumer/B2B/retail: Proven track record in growing and innovating at both consumer and B2B businesses with large geographic footprints and employee bases. Reinvigorated Home Depot’s consumer business while navigating the Great Recession and housing crisis. Championed Home Depot’s initiative designed to grow the B2B side of its business.

•   Financial expertise: Gained extensive and deep corporate finance expertise during her tenure at Home Depot and during her service on the Board of the Federal Reserve Bank of Atlanta, where she served as both Vice-Chair and Chair of the Board.

•   Strategic planning: As CEO of UPS, navigated the immense challenges and opportunities of the delivery and logistics business during the COVID-19 pandemic. Played a pivotal role in strategic business development at Home Depot as it transformed into one of the world’s largest retailers – during her tenure as CFO, Home Depot doubled sales to over $108 billion and generated a 450% increase in shareholder value.

Career highlights:

•   Chief Executive Officer of United Parcel Service, Inc., the world’s largest package delivery company and a premier provider of global supply chain management solutions (2020-present)

•   The Home Depot, Inc., one of the world’s largest home improvement retailers

o   Executive Vice President – Corporate Services and Chief Financial Officer (2007-2019)

o   Chief Financial Officer (2001-2007)

o   Other Executive Positions (1995-2001)

•   Federal Reserve Bank of Atlanta

o   Director (2008-2013)

Other public company boards:

United Parcel Service, Inc. (since 2003)

Cisco Systems, Inc. (2019-2020)

Certain Fidelity Mutual Funds (2017)

Key skills and experience:

•   Leadership: Driving Verizon’s leadership position in the deployment of 5G technology and multi-access edge computing in the U.S. Built an industry-leading telecommunications software and services organization at Ericsson, one of the world’s largest telecommunications companies. Member of the Board of the United Nations Foundation that actively works with the U.N.’s Sustainable Development Goals.

•   Strategic planning: Implemented bold and innovative strategic changes, including Verizon 2.0, the transformation of Verizon’s operating model to a customer-focused business served by industry-leading networks, as well as Ericsson’s successful diversification into the software and services business from its traditional hardware-centric business.

•   Technology: Gained significant expertise in mobile technology and telecommunications network architecture as Verizon’s Chief Technology Officer and over his 25-year career at Ericsson.

•   Telecommunications: Brings to the Board extensive operational and strategic experience and a deep understanding of the challenges and opportunities presented in the evolving global telecommunications landscape, as well as in-depth knowledge of Verizon’s businesses.

Career highlights:

•   Verizon Communications Inc.

^¡    Chairman (2019 to present) and Chief Executive Officer (2018 to present)

^¡   Executive Vice President, President – Global Networks and Chief Technology Officer (2017-2018)

•   Ericsson

^¡    President and Chief Executive Officer (2010-2016)

^¡   Chief Financial Officer (2007-2009)

^¡    Other executive positions throughout the global operations

Other public company boards:

BlackRock, Inc. (since May 2021)

Hexagon AB (2017-2018)

Governance

Gregory Weaver

Independent Director since: 2015

Age: 70

Committees:

Audit (Chair)

Finance

Key skills and experience:

•   Leadership: Twice elected by fellow partners to serve as Chairman and CEO of Deloitte & Touche LLP’s audit and enterprise risk services practice in the U.S., overseeing all operations, regulatory interaction and quality control for all audit and risk consulting clients. Led the firm through significant change in the accounting industry resulting from the passage of the Sarbanes-Oxley Act.

•   Financial expertise: Gained comprehensive public accounting experience at the highest level and substantial financial expertise over his 40 year career at Deloitte & Touche and as the lead audit partner for several of its largest clients, as well as through serving as a Trustee of the Goldman Sachs Trust.

•   Risk management: Developed a deep understanding of vertical and horizontal risk exposures – within companies and across industries – through providing enterprise risk services. Also led Deloitte & Touche through assessments of its own audit risk exposures.

•   Strategic planning: As a member of Deloitte’s Board of Directors and numerous management committees, helped shape strategic organizational priorities and relationships with regulators.

Career highlights:

•   Deloitte & Touche LLP, the accounting, auditing and risk advisory subsidiary of Deloitte LLP

^¡    Chairman and Chief Executive Officer (2001-2005 and 2012-2014)

^¡   Member, Deloitte LLP Board of Directors (2006-2012)

Other public company boards:

Goldman Sachs Trust (since 2015)

Governance

Our governance framework

The membership, structure, policies and practices of our Board and its committees promote the effective exercise of the Board’s role in the governance of Verizon. In addition, our Corporate Governance Guidelines provide a framework for the Board’s operations and address key governance practices. The Corporate Governance and Policy Committee monitors best practices and developments in corporate governance, considers the views of Verizon’s shareholders, and periodically recommends changes to the Board’s policies and practices, including the Guidelines.

Board leadership structure

Verizon’s governance framework provides the Board with the flexibility to select the appropriate Board leadership structure for the Company. In making this leadership structure determination, the Board considers many factors, including the specific needs of the business and the long-term interests of our shareholders.

Given the dynamic and competitive environment in which Verizon operates, the Board believes that Verizon and our shareholders are best served by a Chairman who has broad and deep knowledge of our industry and the vision, energy and experience to position Verizon as the leader of transformational change in the communications ecosystem. Based on these considerations, the Board has determined that, at this time, our CEO, Hans Vestberg, is the Director best qualified to serve in the role of Chairman.

To maintain an appropriate level of independent checks and balances in its governance, and consistent with the Corporate Governance Guidelines, the independent members of the Board have elected an independent Lead Director who has the responsibilities described under “Role of the Lead Director.” Clarence Otis, Jr. currently serves as Lead Director. The Lead Director and our Chairman and CEO meet and speak with each other regularly about the Company’s strategy and operations and the functioning of the Board. In addition, any shareholder or interested party may communicate directly with the Lead Director.

All Directors play an active role in overseeing Verizon’s business at both the Board and committee level. Every Director is given the agenda for each Board meeting in advance and can request changes. In addition, all Directors have unrestricted access to the Chairman and the senior leadership team at all times.

The Board believes that shareholders are best served by this current leadership structure because it features an independent Lead Director who provides independent and objective oversight and who can express the Board’s positions in a forthright manner, as well as independent Directors who are fully involved in the Board’s operations and decision making.

Clarence Otis, Jr.

Lead Director

Role of the Lead Director

•   Promotes a strong Board culture, including encouraging and facilitating active participation of all Directors

•   Approves the agenda, schedule and materials for all Board meetings, in consultation with the Chairman

•   Is available to advise the committee chairs in fulfilling their designated responsibilities

•   Acts as principal liaison with the Chairman

•   Chairs executive sessions, including those held to evaluate the CEO’s performance and compensation

•   Chairs any meeting of the Board if the Chairman is not present

•   Calls Board meetings and executive sessions as needed

•   Leads the Board’s annual self-evaluation

•   Oversees the process for CEO succession planning along with the Human Resources Committee

•   Acts as a primary point of contact for Board communication with major shareholders and other key stakeholders, as appropriate

Governance

Governance

Key responsibilities and activities

•   Assess and discuss with management Verizon’s significant business risk exposures (including those related to cybersecurity, data privacy, data security and bribery and corruption) and oversee management’s programs and policies to monitor, assess and manage such exposures

•   Assess Verizon’s overall control environment, including controls related to financial reporting, disclosure, compliance and significant financial and business risks

•   Appoint, approve fees for, and oversee the work of the independent registered public accounting firm

•   Oversee financial reporting and disclosure matters

•   Oversee Verizon’s internal audit function

•   Assess Verizon’s compliance processes and programs

•   Review the Chief Compliance Officer’s annual report regarding anti-corruption compliance, compliance with significant regulatory obligations, export controls, and data protection

•   Assess policies and procedures for executive officer expense accounts and perquisites, including the use of corporate assets

•   Assess procedures for handling complaints relating to accounting, internal accounting controls or auditing matters

The Board has determined that each of Ms. Archambeau, Ms. Austin, Mr. Narasimhan, Mr. Otis and Mr. Weaver is an audit committee financial expert.

Members

Gregory Weaver (Chair)

Shellye Archambeau

Roxanne Austin

Laxman Narasimhan

Clarence Otis, Jr.

2021 meetings

11

Corporate Governance and Policy Committee

Key responsibilities and activities

•   Evaluate the structure and practices of our Board and its committees, including size, composition, independence and operations

•   Recommend changes to our Board’s policies or practices or the Corporate Governance Guidelines

•   Identify and evaluate the qualifications of Director candidates

•   Recommend Directors to serve as members of each committee and as committee chairs

•   Review potential related person transactions

•   Facilitate the annual assessment of the performance of the Board and its committees

•   Serve as hub for oversight of ESG, including ESG commitments, reporting and engagement, corporate responsibility and sustainability

•   Oversee Verizon’s position and engagement on important public policy issues, including those relating to political contributions, lobbying activities, and human rights, that may affect our business and reputation

•   Review the activities of Verizon’s community and social impact initiatives, including philanthropic activities

Members*

Shellye Archambeau (Chair)

Melanie Healey

Laxman Narasimhan

Rodney Slater

*  Vittorio Colao served on the Committee until February 13, 2021.

2021 meetings

6

Governance

Key responsibilities and activities

•   Monitor Verizon’s capital needs and financing arrangements and ability to access the capital markets

•   Monitor expenditures under the annual capital plan approved by our Board

•   Review Verizon’s policies and strategies for managing currency, interest rate, renewable energy and counterparty exposures

•   Review and approve Verizon’s derivatives policy and monitor the use of derivatives, including our renewable power purchase agreement strategy

•   Review Verizon’s insurance and self-insurance programs

•   Oversee the investment of pension assets and the funding of pension and other postretirement benefit obligations

Members*

Mark Bertolini (Chair)

Roxanne Austin

Clarence Otis, Jr.

Carol Tomé

Gregory Weaver

*  Vittorio Colao served on the Committee until February 13, 2021.

2021 meetings

6

Human Resources Committee

Key responsibilities and activities

•   Oversee the development of Verizon’s executive compensation program and policies

•   Approve corporate goals relevant to the CEO’s compensation

•   Evaluate the CEO’s performance and recommend his compensation to the Board

•   Review and approve compensation and benefits for selected senior managers

•   Consult with the CEO on talent development

•   Oversee succession planning and assignments to key leadership positions

•   Oversee human capital management, including with respect to employee diversity, equity and inclusion, talent acquisition, retention and development, employee engagement, pay equity and corporate culture

•   Review and make determinations under Verizon’s clawback policies

•   Review the impact of Verizon’s executive compensation policies and practices, and the performance metrics underlying the compensation program, on Verizon’s risk profile

•   Review and recommend non-employee Director compensation

Members

Daniel Schulman (Chair)

Mark Bertolini

Melanie Healey

Clarence Otis, Jr.

Rodney Slater

2021 meetings

7

Governance

Board and committee assessment process

Feedback solicited

Online questionnaire on a range of topics relating to enhancing Board effectiveness

One-on-one
discussions

Candid, one-on-one discussions between the Lead Director and Directors to elicit additional feedback

Reporting back

A summary of the assessment results provided to the Board

Closed session discussion

Closed session discussion of the assessment results facilitated by the Lead Director

Feedback
incorporated

Policies and practices updated as appropriate to address any suggestions or enhancements per the assessment

Governance

Governance

Audit Committee: Environmental and climate-related risks discussed during annual business risk reviews with the Audit Committee include operational and financial risks relating to energy management and our renewable energy and carbon neutral commitments, maintaining network reliability during catastrophic and weather-related events, and the impacts of possible laws or regulations that seek to mitigate climate change.

Corporate Governance and Policy Committee: The Corporate Governance and Policy Committee oversees Verizon’s progress on meeting our environmental sustainability commitments.

Finance Committee: The Finance Committee oversees the strategy for managing risks related to Verizon’s renewable energy exposure through renewable energy purchase agreements, as well as the Company’s green financing strategy.

Human Resources Committee: To motivate management to be good stewards of our planet and reduce the environmental impact of our operations, the Human Resources Committee has included a carbon intensity reduction target as one of the performance measures in the Short-Term Incentive Plan (Short-Term Plan) since 2014.

Data protection and privacy. Verizon has technical, administrative and physical safeguards in place to help protect against unauthorized access to, use or disclosure of customer information and data we collect and store. Verizon has a dedicated Chief Privacy Officer whose team advises the business on privacy risks and assesses the effectiveness of privacy controls. The Chief Privacy Officer annually briefs the Audit Committee on data privacy risks and mitigating actions.

Cybersecurity. To more effectively address the cybersecurity threats posed today, Verizon has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. Verizon’s comprehensive information security program includes, among other aspects, vulnerability management, antivirus and malware protection, file integrity monitoring, encryption and access control. The Chief Information Security Officer leads an annual review and discussion with the full Board dedicated to Verizon’s cyber risks and threats and cyber protections and provides updates throughout the year, as warranted.

Governance

Governance

Governance

Environmental

•  Climate change – net zero emission plan

•  Device and e-waste recycling

•  Network reliability and resilience

Social

•  Cybersecurity

•  Digital inclusion

•  Human capital, including diversity, equity and inclusion

•  Supply chain

Governance

•  Board diversity and skills

•  Business ethics

•  Executive compensation

•  Human rights

•  Political engagement

Disclosure

•  SASB industry standard

•  TCFD, including scenario analyses

•  Human capital metrics

•  ESG data index

Governance

Governance

Name

(a)

Fees earned

or paid in cash¹

($)

(b)

Stock

awards²

($)

(c)

Option

awards

($)

(d)

Non-equity

incentive plan

compensation

($)

(e)

Change in pension value

and nonqualified deferred

compensation earnings

($)

(f)

All other

compensation

($)

(g)

Total

($)

(h)

Shellye Archambeau*

Roxanne Austin

Mark Bertolini*

Vittorio Colao⁺

Melanie Healey

Laxman Narasimhan

Clarence Otis, Jr.**

Daniel Schulman*

Rodney Slater

Carol Tomé

Gregory Weaver*

Denotes a chair of a standing committee during 2021.

Mr. Otis served as Lead Director during 2021.

Mr. Colao served on the Board until February 13, 2021.

This column includes all fees earned in 2021, whether the fee was paid in 2021 or deferred.

For each non-employee Director, this column reflects the grant date fair value of the non-employee Director’s 2021 annual stock award and, for Mr. Narasimhan, the one-time grant he received when joining the Board, in each case computed in accordance with FASB ASC Topic 718. The following reflects the aggregate number of share equivalents held as of December 31, 2021 by each person who served as a non-employee Director during 2021: Ms. Archambeau, 35,728; Ms. Austin, 7,225; Mr. Bertolini, 30,276; Mr. Colao, 0; Ms. Healey, 46,835; Mr. Narasimhan, 4,661; Mr. Otis, 95,520; Mr. Schulman, 14,754; Mr. Slater, 59,904; Ms. Tomé, 1,075; and Mr. Weaver, 27,776.

Executive
compensation

Encourages strong short-term and long-term performance;

Aligns the executives’ long-term interests with those of our shareholders; and

Retains high-performing executives.

The Board of Directors recommends that you vote FOR this proposal.

Executive
compensation

Mr. Dunne stepped down as Executive Vice President and Group CEO – Verizon Consumer on December 31, 2021 and currently serves as a strategic advisor to Mr. Vestberg.

Mr. Malady became Executive Vice President and President — Global Networks and Technology on March 1, 2022.

Mr. Gowrappan separated from Verizon and continued employment with the Media Group business upon the sale of the Media Group business to affiliates of Apollo Global Management Inc. (Apollo) in September 2021.

Executive
compensation

       What we do

More information

on page

Pay for performance

Focus on performance: Exclude buybacks from EPS results

33

Robust stock ownership guidelines

37

Shareholder outreach

Clawback policies

38

Anti-hedging policy

38

Annual compensation risk assessment

Independent compensation consultant

Double-trigger change in control

37

ESG metric

       What we don’t do

Tax gross-ups

36

Dividends on unearned performance awards

32

Employment contracts

37

Guaranteed benefits

36

Executive
compensation

Alphabet

Amazon

Apple

AT&T

Boeing

Charter Communications

Chevron

Comcast

Home Depot

IBM

Intel

Johnson & Johnson

JPMorgan Chase

Meta Platforms

Microsoft

Netflix

Procter & Gamble

T-Mobile US

UnitedHealth Group

Walgreens Boots Alliance

Walmart

Walt Disney

Attract and retain high-performing executives with the leadership abilities and experience necessary to drive our customer-focused transformation of the digital market, within an enterprise of our scale, breadth and complexity;

Pay for superior results and sustainable growth by rewarding the achievement of challenging short- and long-term performance goals designed to build shareholder value;

Drive performance and create shareholder value by emphasizing variable, at-risk compensation with an appropriate balance of short-term and long-term objectives that align executive and shareholder interests; and

Manage risk through oversight and compensation design features, policies and practices that strike an appropriate balance between risk and reward.

Executive
compensation

Pay element

Base salary

Short-term incentive opportunity

Long-term incentive opportunity

Verizon’s short- and long-term strategy;

Executive
compensation

Economic, industry and competitive environments;

The creation of shareholder value;

The achievement level against performance targets in the prior year;

Financial analysts’ consensus estimates for the performance measures over future performance cycles;

The correlation among the performance measures and considerations of how Verizon’s operational performance will affect each measure differently; and

With regard to the ESG metrics in the Short-Term Plan, Verizon’s commitments to reduce its environmental impact and promote diversity in its workforce and among its business partners.

Named executive officer

Mr. Vestberg

Mr. Ellis

Mr. Dunne

Ms. Erwin

Mr. Malady

Mr. Gowrappan*

As a result the sale of the Media Group business to affiliates of Apollo in September 2021, Mr. Gowrappan was not eligible to receive a Short-Term Plan award from Verizon for 2021.

Executive
compensation

Executive
compensation